The Spider & The Fly
by Final Wind
Summary: Jessica Drew hears about Spider-mans death, she goes back "home" to deal with her "family".
1. Chapter 1

**Chapter 1:**

_***3 Months ago***_

"W...what happened?"

Peter Parker looked around him. The last thing he remembered was being surrounded by General Furys S.H.E.I.L.D agents, handcuffed by Fury himself. He looked up to see what looked like a female Spider-man hushing him. From the darkness of the alleyway he saw his friend Johnny Storm, the Human Torch searching for him.

She broke off his handcuffs and signalled for him to follow. The pair jumped onto the roof of a moving truck.

"Who are you?" asked Peter.

"Spider-Woman?" replied the mysterious female.

"Who are you!?!" he repeated, this time demanding an answer.

Slowly, she took off her mask.

Peter gasped.

"You're me...?"

"Kinda sorta..."

"I'm gonna vomit."

Peter was now getting quite distressed.

"Yeah, I can see how that might be." Spider-woman noted, looking uneasy herself.

"Please, please, please tell me what's going on!"

"I'm uh... I'm a clone. Of you."

"Like that other guy that attacked me earlier?"

"Yeah, kinda."

"Did my dad make you?"

"Peter, he's not your dad. He's a clone too."

"Please, tell me how this is happening."

Spider-woman sighed.

"Alright, one month ago, I was born. This guy, Ben Reilly, He explained to me that he got my... your DNA sample and used it to clone me for the military. They had planned to erase my memory of me being Peter Parker before... before I became what I am now. They gave me the name Jessica Drew. Then, a few days ago, one of the clones acted up, caused a big ruckus. As you saw earlier, I'm not the only clone they made. The others broke out, so I tried to go after them, stop them from interfering in your life, or MJs."

It took Peter a while to take all this information in.

"So... are you me or this Jessica person?"

"I'm still you."

"Ugh... Where's MJ then? Does one of my clones have her?"

"I hope not. Apart from me, they ain't all there. That's where were going now. The one place they might think of bringing her in their mental condition. Come on!"

Peter followed Spider-woman as she jumped off the truck.

"Oscorp? Why here?" he asked.

"Let's just hope I'm wrong." she said nervously.

The two discovered MJ being held captive by a badly disfigured clone of Peter. After a brief fight, Fury arrived with his S.H.I.E.L.D. squadron. The CIA arrived soon after, telling Fury that they were now in charge, along with Doctor Octavius, otherwise known as Spider-Mans enemy, Doc Ock. After rescuing MJ and having another tussle with Fury, who sided with Peter and Jessica after he found out that the clones were created by Doc Ock, whom the CIA hired to make the clones of Peter for an army of super soldiers.

In the ensuing fight, all the clones except Jessica were killed. After everything was sorted out, Peter went off to see his sick aunt May and Jessica left.

Later, after clearing everything with his aunt, telling her he was Spider-man, he found Jessica again.

"I thought I'd find you here" he said.

"I know, that's why I came here."

"Weird..."

"I'm pretty sure this whole thing can be classified as weird!"

"So... what do you do now?"

"Now? I thought I'd go to school with you."

Peter was stunned.

"Kidding! Man, can you imagine how awkward that'd be?" she said with a smile.

"I don't want to, not even for a second..."

"I think I'll go someplace else. Be Jessica Drew, because being Peter Parker is weird enough. But being a girl Peter Parker? Too far..."

"You still gonna be a super hero?"

"Maybe. Is... Aunt May ok?"

"Yeah, I told her I'm Spider-man. She's - she will be ok."

"Oh, thank god. What about MJ?"

"She's ok too."

"Oh... good. Listen, Peter. Look after them, ok? I know how much you love them both... especially MJ..."

An awkward silence grew between the two spider-people.

"I better go..."

After a very awkward hug between the two, she departed for her new life as Jessica Drew.


	2. Chapter 2

**Chapter 2:**

The two weeks that followed that night Jessica left the real Spider-man on that rooftop were the toughest. Since then, she'd been constantly on the move, trying to find someplace she could be, as she said, Jessica Drew instead of Peter Parker, despite her brain and her memories telling her otherwise. She was 15 years old -- well, mentally at least, with a boy's mind stuck in a girl's body.

It was true, she did feel somewhat more girly (no doubt due the oestrogen flowing through her body rather then testosterone) but despite all the biological changes, it was the mental changes that she was finding the hardest to accept. For the first month of her existence as a girl, she'd been an experiment, kept prisoner. The fact that she was a girl was the least of her worries at the time. But now that she was alone and had all the time to think about her current situation, it was all starting to sink in.

She still felt like a boy in many ways. She still had feelings for MJ, something that confused and bothered her. Also, in the two months she'd been a prisoner, she had _adapted_ to some of the more personal matters. Eventually, after all of the soul searching she decided that what happened happened and there was nothing she could do to change that fact.

"If I can deal with the fact that I'm a clone then I can deal with anything..." was the conclusion she came to. It haunted her to think she wasn't a "real person". Her dreams were nightmares, sometimes her memories of laboratory experiments, sometimes all of the horrors she remembered from the last year, other times the realisation that she could never be with her family or her girlfriend, MJ.

She thought about her Aunt May and MJ a lot. It wasn't something she could just forget about. They were her life and now they were gone. No, not gone, Peter was looking after them still. The real Peter. These were the thoughts that dominated her mind for the first few weeks. In time she accepted that the fact was that she wasn't Peter Parker, nor could she ever be. After all, she'd promised Peter she'd try to be Jessica Drew.

Those two weeks had helped her no doubt. She was finally able to sort out which memories were actually hers and which were Peter's. She could accept that she was a girl now and perhaps most importantly, she realised that regardless of how she came to be, she was here now and she was determined to live her life.

---------------


	3. Chapter 3

**Chapter 3:**

After wandering aimlessly for the first couple of weeks, sleeping rough or sneaking into unused beds, Jessica tried to figure out how she'd get a home. After all, she was just a 16 year old girl. A 16 year old that could lift around 6 tons, but a 16 year old nonetheless. Her first priority had been getting out of NYC. She decided on Boston on a whim, being a city relatively unknown for its super powered humans. She was still afraid of enlisting in a school for fear that Fury would find her. She decided to wait until after the summer, maybe he'd forget about her. Despite the fact that he'd made up with Peter, he didn't seem to be a big fan of clones last they met.

After a month had passed, she had a more solid way of life. She'd started performing street tricks to earn money by day and by night she'd started back into crime-fighting. She started staying in what she assumed was an unused apartment and began sleeping there by night, storing food when she was more confident no one came to the flat often. There was no TV or heating (although she would have preferred some AC due to the near deathly heat that summer) or gas, but there was running water and a makeshift bed which made it better then sleeping on the streets.

"I doubt anyone would expect me to pay rent for this dump anyway." she figured.

As far as crime-fighting went, it had only taken her a few weeks before she'd built her own reputation, a female version of NYs Spiderman made for some interesting headlines on the papers. Not that Jessica had stopped any major criminals; she'd only stopped car thefts and minor robberies and assaults. Still, it seemed Boston was more tolerant of vigilantes dealing with the crime then the NY citizens, at least for now.

A few months later, Jessica was a lot more settled in her new "home". It wasn't perfect in the long term and neither was her lifestyle, but she was still free to try and be her own person. Then one evening, when she was on her way back to her uninhabited apartment after patrolling the city, Jessica saw something she hoped she'd never have to see again; one of Fury's robot slayers.

Nick Fury, the head of the worldwide police force S.H.I.E.L.D had created these robots to take out super people that got out of hand, and given Jessicas last run in with Fury it was pretty obvious who the robot was after this time...

The mechanical droid hovered in the air, it must have only been a meter in length, but Jessica wasn't fooled, she'd seen two of these things tear through one of her clone "brothers" just before she escaped. The armour looked pretty thick, possibly adamantium.

"Ok, don't panic, it's just one of those things..."

Suddenly, a dozen or so more drones came out of nowhere.

"Note to self, in the future, when you see some small killer robots just run away!"

The chase was on.

She swung as fast as she could, feeling the heat from the searing lasers that were barley missing her.

"Dammit, I really should have been a little more subtle when I got back into the superhero game... I shoulda just sent Fury a "Hey Nicky, wish you were here!" card..."

She dodged and ducked, keeping her distance from the murder hungry droids. Fortunately, she knew the layout of this part of town pretty well and managed to gain a bit of ground on them. They were almost out of eye-shot when out of nowhere, half a dozen more drones popped up.

"Alright.. you guys want a fight you got one." she thought to herself.

She threw herself towards the nearest of the new droids, launching a fury of punches and kicks at while dodging the laser fire coming from the droids behind her.

"Crap, that armours as tough as I thought it was..." she mused."Well, let's just see how much damage they can do to each other..."

She then used her organic web shooters to drag a far off droid and flung it at the droid closest to her. A satisfying explosion followed.

Then Nick Fury himself showed up. Jessica prepared to attack him, knuckles crunching, when suddenly he called off the droids.

"Jessica, Jessica wait! Drew!" Fury called after her.

"If you'd stop wrecking government property for two seconds then I can explain what this is about!"

She cautiously moved away from the droids, keeping her guard up all the while. She didn't trust Fury one bit.

"What do you want now?? I think I've proved I'm not crazy or whatever you thought would be wrong with me! I just want to be left alone, is that too much to ask for??"

The young girl was practically shaking with anger, fists clenched. She hadn't done anything wrong yet she was being targeted again.

Fury sighed.

"Listen kid, I know our first real meeting wasn't under the best circumstances but..."

"No doubt it wasn't, there's no reason for you to follow me! What, am I a "mistake" you want to rid the world of??"

Fury nonchalantly moved towards Jessica.

"Actually, those droids were set to stun kiddo. I needed to talk to you. If I wanted to kill you then you'd be dead five minutes ago." He told her, half looking sideways at her.

"Drop the cool guy act Fury, I've seen it all before... what do you want?" Jessica was already fed up with the crap that was coming from the head of SHIELD.

Then he turned away, looking a little bit uncomfortable.

He seemed like he was searching for the right words. Anger was replaced with curiosity. Jessica had never seen Fury at a loss for words.

"...What is it?" she asked after he didn't reply.

Fury turned back around and gave Jessica a hollow stare.

"It's Parker... Peter. He's dead."

Jessica was simply stunned. It was as if he told her that she'd died herself yet she was still standing to hear it. All her memories and experiences were those first felt by Peter and now he was gone.

"W...What happened...? Was this your fault?!?" Jessicas' temper quickly fired up again.

"Partly, I'm accepting the blame. Octavius got out again. Parker wanted a crack at him for what he did to you and your other clone buddies, not to mention for what he put Parker through. Ock was trying to get his hands on some weapons at a high profile science convention and held 30 or so people as a ransom. Parker asked to go in first. I reasoned that he'd have a better chance at keeping casualties to a minimum. He had Ock on the ropes, but, as you know, Octavius is a sore loser. He messed with the foundations of the roof and caused it to collapse."

Jessica could see a tinge remorse creeping into Furys normally cold stare.

"Parker managed to support the roof long enough for most the hostages to escape, but... he was crushed under the rubble."

Jessica turned to move, she didn't want to see anyone after hearing this sort of news.

"Drew, wait!"

She turned back to face him, tears in her eyes.

"Listen Drew, I know this is hitting you hard right now..."

"You don't fucking know! How can you know!? How can anyone know?? You just told me that the real me, the person I remember being, is dead! So don't fucking tell me you know!" she screamed, tears now pouring down her pale face.

"Why the hell are you even here!? I doubt the great Nick Fury cared so much about Peter Parker that you'd hunt down his clone with droids that you made to kill him just to tell me you feel sorry for me!!"

Fury didn't take that well.

"Listen Drew, Parker was going to be one of the best! The kid WAS one of the best. I was planning on training him to be our next Cap. I didn't trust anyone more than him."

"So that's all he was? Another part of your stupid super solider program? Someone that could be the next Captain America for a few years till he bit the dust? Yeah, I'm sure you're devastated." she replied bitterly.

"Ok kid, I'm gonna let that one slide. But now you gotta stop thinking about yourself for a second. What about your family? Your aunt?"

Jessica hadn't even considered aunt May or what this meant for her.

"Does she know yet?" she asked fearfully.

"No, I came here two hours after Parker died. His last request to me was to find you and to ask you to look after his family."

Wiping the tears from her eyes, she looked back up at Fury once more.

"Take me home." she said quietly.

Fury signalled for the droids to back off.

"Alright kid, we'll be back in NY in 10 minutes."

Fury turned back to the carrier that had brought him.

"And Fury?"

"Hm?" He asked, turning to face Jessica.

"When Ock turns up again, he's mine. I'm going to kill him."

Fury plainly looked at Jessica for a moment, seeing an anger he'd never seen in Peter Parker. He then nodded and gestured for her to follow him into the carrier.

---------------


	4. Chapter 4

**Chapter 4:**

"Tonight, in an exclusive coverage from CNN in what is possibly the news event of the year, the infamous New York vigilante known as Spider-man died tonight according to official government reports.

"Spider-man was last seen fighting Doctor Otto Octavius, better known to the world as "Doc Ock", a super-powered individual who had the ability to use 6 metal tentacle-like limbs. Octavius had been incarcerated in the above top secret prison located in the Ultimates base of operations, the Triskilion six months ago. Details of his escape are at this point unknown. However, shortly after escaping, Octavius attacked the Annual Maria Stark Science Convention for unknown reasons. While holding roughly 30 hostages, Spider-man apparently fought off Ock long enough for the hostages to escape. Immediately after, the building collapsed, apparently crushing the masked vigalantee Government officials have only confirmed that Spider-man did indeed perish in the building in the last few moments. We'll have more on the actual story and any other possible casualties as reports come in. Still, the question remains, will the government will the identity of Spider-man? Our news correspondents will make sure you're the first to know if they do. Now back to our news room with more discussions on this controversial figure."

Jessica was half listening to the opinions that were being thrown out. Some newscasters were discussing Peter and what he'd done as Spider-man. Some thought his death was a great loss to the city. Others were quoting Jonah Jameson, saying he was a menace, the city was lucky to be rid of him.

"Yeah, like they have a clue what Peter did for them... that's gratitude." she thought bitterly. After hearing one woman claim that he was one less masked crazy NYPD would have to deal with.

She turned off the TV, laid down on her bed while still fully clothed, placing her hands behind her head, contemplating events while blankly staring at the ceiling.

She felt like she'd never smile again, never have another happy thought or a warm feeling. She felt like she was the one that should be dead, she wished it was her Ock had killed instead. The real person that she got all her memories from was dead, and now Jessica, a copy, was left alive. It didn't feel right to her. She knew deep down it wasn't her fault but she couldn't help feeling this dark sense of guilt.

She'd been waiting in this small sleeping quarters for over two hours now, just left on her own to muse on the events of the last few hours. It was starting to seem that her life was going to be one big reflection of how things always went wrong from the minute she was born. Eventually she decided to sort things out with Fury. Anything to take her mind off things for the minute.

After a brief walk and a short wait she got her wish.

The mahogany doors which protected the entrance to the general's office creaked open as Fury walked out into the corridor. He glanced over at Jessica and beckoned her to follow him into his office.

She'd never been in the room before, either as Peter or as Jessica. It reminded her of the oval office a lot. She always thought Fury had a bit of a god complex.

Fury gestured to the seat opposite his which Jessica took. As she pushed a strand of her long brown hair out of her eyes she looked at Fury, his face the essence of melancholy.

"Ok kid, we got Peter's body, but no one outside S.H.I.E.L.D knows that he was Peter. We're gonna keep it that way."

Jessica was glad to hear this. The last thing her aunt or anyone else Peter was close to right now was a media frenzy trying to talk to the family of Spider-man. May was already in a bad state, her sickly aunt had a heart attack after hearing her nephew was dead. At first, Jessica demanded to see her aunt but regardless of the threats. Fury prevented her and reassured her that her aunt would pull through.

In hindsight, she was glad he had. Jessica hated to think what seeing her dead nephew's girl-clone so soon after having a heart attack would do to the elderly woman.

"We don't know where Ock is right now, but I guarantee you that if that mother even takes a breath in public you'll be the first to know." He proclaimed.

But the initial desire for revenge had died down in Jessica's heart, for the moment at least. She'd been worn out by the stress of both worry for her loved ones and the loss of her past life.

"I appreciate all this Fury, but where am I gonna stay? I can't just twirl into Aunt May's house and expect her to take in her nephew's girl-clone with arms open, especially with the state she's in right now..."

Jessica wondered if she looked as bad as she felt. At first, all she felt was anger mixed with tears but now, all she wanted was to sleep and hope the last few hours was all a terrible dream.

"Right now Drew, your aunt needs you, or at least someone she can talk to. When she's released from hospital we're going over to her house for a chat."

Jessica wanted to keep talking about the situation, but a large yawn stopped her from countering Fury.

"Kid, we can talk tomorrow. Get some rest. God knows, I'm sure you could do with it."

Jessica nodded in agreement before walking towards the door. She stopped to look back at Fury before pausing, looking for some way to show her gratitude.

"Hey Fury, I...I just wanted to say... thanks."

Fury shook his head.

"I owed Parker and I guess I owed you too. Let's just call it even."

Jessica tried to muster a smile to reply for him but she couldn't manage it.

"Don't worry Drew, we'll take him down." Fury said as he stood up.

She simply nodded and left.

*******************

As a privately marked car, which Jessica was anxiously sitting in, sped through another Queens resident estate, she tried to comprehend what had happened the night before.

**

S.H.I.E.L.D had successfully kept Peter's identity as Spider-man from the press. Peter's family had been spared of this hassle at least. The fact that he was working as a photographer for The Bugle at the science expo was a major help for covering their tracks. Some other civilians had already died before Peter could act, so they used this as a cover, saying Peter had been one of the unlucky few who had died before the heroic Spider-man could intervene.

Five days after his death, Peter's funeral was held. His Aunt May had recovered in time after suffering a minor heart attack. Jessica hadn't revealed herself to her aunt or Mary Jane yet. She managed to convince Fury to wait until after the funeral. She was worried the strain would be too much too soon.

The funeral itself was a surreal event for Jessica. It was like attending a funeral for her past life. She'd kept to the back of the crowd, trying to stay out of sight of anyone who would recognise her or make any link to Peter. She noticed people she recognised from school and some of the staff from The Bugle. Then there was a crowd of people she didn't recognise at all, who she presumed was here to pay tribute to the people that died in Ock's attack.

She tried to get a better view as the coffin was laid into the shallow grave. She could see her aunt and MJ consoling each other beside the grave. It was so painful for her to watch this, the two people that meant the most to her, in agony over the death of the person her brain was telling her she was she couldn't even console them.

"Why couldn't it have been me instead..." she whispered under her breath.

**

The following day, Fury held a special remembrance for Peter for people who knew him as Spider-man. Several famous super-heroes showed up for the ceremony, the X-men, most notably his ex-girlfriend Kitty Pryde, the Fantastic Four, with whom he had also been good friends. Fury's team who Peter had fought with before, the Ultimates, were also present.

She was standing in another room, watching in. She didn't want to meet these people that knew Peter for the hero he was, then to see his "replacement". That was the last thing she wanted to be. It was too soon, she felt, but Fury thought differently. After arguing about it the previous night, she eventually gave in and agreed to say a few words.

During the ceremony, Fury gave a speech about Peter that went along the lines of how despite the public will never know his identity he should be remembered as the hero he was. After he finished, he then left the stage to bring Jessica out.

"Ok Jess, Showtime." he said as he entered the room.

"Fury... I'm not sure I should be here. I doubt anyone wants to remember I exist right around now..." Jessica remarked nervously, obviously uneasy at meeting all these people she knew that were here for what was a funeral for the person she remembered being for 16 years. "...And what about my Aunt and Mary?

She was feeling less confident by the minute.

"Drew, you can't hide from them forever. Right now, your aunt and that red headed kid need someone to look after them. I know this is weird for you too, but you need to do this."

"But, I'm not him... I'm just...I..."

Fury sighed.

"Let me guess, just a copy right?"

She nodded, tears starting to swell up in her eyes.

Fury scratched his head, feeling uncomfortable.

"Alright kid, this is your cross to carry, but I think you need to hear this. You say you're a copy of Parker, but that just means you have the heart and the brains of a true hero. I meant what I said out there today. How many kids his age would have been the hero he was after everything that happened to him? The Peter Parker I knew stood strong no matter what happened to him, no matter how tough things got, he kept going. Hell, in the one year I knew him his uncle died, two of his friends died, he'd been kidnapped by super powered psychos who knew his identity and knew how to hold a grudge, he'd been cloned... the list goes on. I think I'm the only other person in the world that could have handled that much shit on my plate. Now even if you're only half the person Parker was, I know you can pull through this. If not for yourself, then for your aunt and that Watson kid. Not to mention to honour Parkers wishes."

Jessica just looked up at Fury. For the second time in a week he'd totally shocked her with the kindness he'd shown. He began to continue.

"Maybe I should have told the kid this more, but when I realised he'd pull through no matter what the cost, it was then I truly admired him. I didn't get the chance to tell him so I'm telling you now. Are you gonna let him down or are you gonna be the hero you can be and that he was?"

As Fury looked back at her, waiting for her response she wiped the wet tears from her face and looked up at Fury with renewed conviction.

"Ok, I'm ready." She said with determination.

"Atta girl." He replied, placing his hand on her shoulder, leading her out towards the ceremony.

A wave of panic surged through Jessica as all eyes in the room followed her. Fury led her up to the podium that he'd been talking to the crowd during his remembrance speech. She'd kept her head down until Fury stopped walking. She looked up to see a tear sodden Mary Jane look back up at her in pure shock.

"Now some of you will recognise Jessica, some of you won't." Fury paused for a moment.

"Jessica was a clone of Peter created by Otto Octavius himself."

A murmur of discontent could be heard across the room.

"I'd just like to let you know Peter's last request. It was that I ask Jessica to look after his family who are present today. I ask of you all to give Jessica a chance honour Peters wishes."

Fury then nodded at Jessica. As she stood up to speak she felt like her stomach was eating itself.

"Um, hi. I just want to let everyone know that I don't want anyone to think that I want to replace Peter or anything like that... Just cos I'm his clone doesn't mean I'm him, I think." Jessica was sweating profusely now. "No, that's not what I meant... I'm for sorry what happened to Peter. More than anyone. If I could die instead of him, I would in a heartbeat, but I can't. I can't change what happened, but I can respect his wishes and I hope you'll all let me try my best. Um, thanks..."

Jessica stood down, looking out at the downtrodden faces. As she left the room with Fury she could hear whispers behind her.

"Too soon..." she said when they got back to the room she'd been staying in for the last few days."

"They just need time to adjust kid. This is what Parker wishes so I don't give a damn what anyone else thinks, this is my call." replied Fury.

"Tomorrow we're going to visit your aunt. I know you might think it's too soon but we have to try talking to her at least." he continued.

"Ok, I just hope she doesn't freak. She's been through too much in the last year." Jessica replied sadly.

Fury nodded in agreement.

"Alright kid I'll deal with the others, try and get some sleep."

**

As the car pulled into the small driveway Jessica opened her door to the glaring sunlight.

"It's time kiddo." Fury said.

She nodded, ready to face her aunt.


	5. Chapter 5

Jessica fired three quick taps of her knuckles against the door. It felt strange to her to be so nervous about coming into a house that she remembered as home. Did May even know she existed before last night? She really couldn't tell if her genetic duplicate would have told his Aunt about his female clone. On that note, he probably didn't. While she looked longingly back at Fury ,who was sitting back in the car, wishing she'd asked him how much her aunt knew, the door swung open. In the doorway stood her aunt. Despite what seemed like her best efforts to appear otherwise, it was quite obvious from the woman's almost red eyes and the tears that seemed to be welling up inside her that she'd been crying. At first they just looked at each other. She looked even more distraught than when May's husband and Jessica's uncle, Ben, had died just a year ago.

Although it wasn't her fault, not for the first time this week, Jessica felt the weight of survivor's guilt weighing down on her shoulders. For a few minutes, they stared at each other. The thought of seeing May like this, speaking to her after Peter had died was somehow scarier then any bad guy or monster she'd ever faced. Looking at the person she loved the most in the world, she couldn't stop the though that she shouldn't be here while her real nephew was dead.

"Maybe... maybe this was a bad idea..." Jessica barely whispered. "I'm sorry Aunt May..."

Then, just as she turned to leave, her aunt finally spoke up.

"Are... are you Jessica?" The old lady asked.

The brown haired girl turned to look at her aunt once more. Apart from last night, it had been over a month since she'd seen a passing glance of her while she was rescuing Peter during the whole clone debacle and even then she'd been . Although she'd never actually met her, she had 15 years worth of memories of living with this woman. She just looked back at her aunt, unsure what to say. Just as May was about to speak to her niece once more, she noticed Fury.

"You!" she roared, her frail demeanour suddenly becoming replaced with one overcome with rage.

"It's your fault he's dead! I thought I told you last night not to show your face around here again!" She shrieked at the towering black figure.

Fury sighed.

"Ma'am, like I said last night, I'm trying to honour your late nephew's wishes. I messed up, I know that. I said my piece to you last night out of respect for him, but if you're not going to listen to what I have to say, then fine, I'll get over it. At least give Jessica here a chance. She knew him better then anyone after all."

With this, Fury nodded to Jessica.

"I'll be back in a few hours to pick you up kid. You two have some talking to do; it's not my place to interrupt that."

With that, Fury retreated to the government escort car. He took a last glance at Jessica and her aunt as he rolled up the tinted window.

Jessica turned to her aunt. She knew the woman had only entered her 50s, but the events of the last year had defiantly taken a visible toll on her.

May turned her sights to Jessica once more.

"We... we should talk inside, I think." May said, her eyes glued to her feet.

Jessica walked towards the kitchen. The house had been changed a little since she last remembered it. It looked redecorated which was probability due to all the damage it took the last time she showed up.

As she walked into the kitchen she saw her aunt take a quarter full glass of what looked somewhat like whiskey and promptly downed the contents in one go. She then gestured to Jessica to take a seat.

"Never took to drinking really.... I can't remember the last time I've even touched anything even remotely alcoholic." her aunt remarked.

"I know, I don't ever remember seeing you take to drink in all the time I... I mean Peter lived here." she replied.

"So, you do have his memories?" the ageing woman asked.

Jessica meekly nodded to confirm her question.

May then turned to look out the window. Looking out at the birds chirping in the sunny weather, it felt strange to her that the world could continue for everyone else while it came crashing down in flames for her.

"We - we talked about you, you know. Peter told me all about you. He really felt sorry for you. That was Peter though. Always thinking about everyone but himself, just like his uncle...."

She returned to aimlessly gazing out the window into the sunny abyss.

"When he first told me about you, I think I hated you. I don't mean you exactly, just the idea that this sort of thing could happen. It felt like Peter was being punished for doing what was right. But the more I thought about you, the more worried I felt and the more upset I was. You had everything taken from you, your family, your home… even your identity and your past. I should have tried to find you, bring you to live with us here."

Jessica moved closer to her aunt, taking Mays hand in hers.

"I just felt like I'd ruin everyone's lives if I stayed. After everything that happened to you, Peter and MJ last month I didn't think it would be right for me to stay with you guys. I caused enough trouble. I... I didn't belong here. I'm not even real. Not really."

May looked back at Jessica, a bit taken back at what she had said. A small smile appeared on her face.

"You really are just like him." she whispered. "You shouldn't have gone off on your own. You're just a child..."

"Well, I'm actually only a few months old..." Jessica remarked. "Uh, never mind, we can talk about that later." she said as she noticed the confused look on May's face.

"Maybe you're right, but at the time I felt like I'd just be getting in the way. Plus Nick Fury back there wasn't exactly too keen on me."

May scowled again. "That man... He's as bad as that Norman Osborn. He brought nothing but trouble into our lives. If it wasn't for him Peter would still be..."

May trailed off once more, leaving another short, but noticeable awkward silence.

"So, uhh. I guess things didn't go too well when you were talking to him last night..." Jessica finally said.

"He had the nerve to tell Mary Jane and me that it wasn't his fault that that Octavius character escaped again and killed my nephew. Instead he tried to tell us how honourable Peter was. I already knew that. That boy was ten times the man that Fury could ever hope to be..." May sighed.

Jessica didn't feel too comfortable talking about Fury like this. She knew May had a point about Fury being at fault for Ocks escape but at the same time she knew he wasn't as bad as she was making him out to be. She knew he was just trying to do his job, after all.

"How... how is MJ after the whole...?"

"Mary Jane's barely said two words since Peter died. She was crying all the way through his funeral and that ceremony Peter's _other _friends organised."

"Should... I go over and see her?"

May thought about this for a moment.

"I think she'd had enough time to think things through. I'm glad you didn't appear on my doorstep straight after Peter..." she looked away for a moment. "If you'd come here straight away I don't think I could have handled seeing you. It's... hard for me at the moment but I'm coping a little bit better now. As for Mary Jane, I'm not sure. It might be too soon, but on the other hand I think she needs someone she can really talk to. We've both tried to be there for each other but she needs someone she can open up to a little more. Maybe she can do that with you."

"What about you Aunt May? Are you ok now?"

May gave Jessica a small smile again. "I learned after my sister's and Ben's death. You never get over these things. I'll never stop thinking about them and Peter. But they wouldn't want me to cry for the rest of my life, even if that's what I feel like doing right now. I have to be strong for them, for their memory. As hard as it may be... but I've never even asked you how you feel. I'm sure this past week has been as much of a hell for you too."

"That doesn't matter right now." Jessica told her. "All that matters is making sure you and MJ are ok. That and getting revenge on Octavius..."

May sighed. "We can talk about that later. It's been a long day and I need to let all this soak in."

"Of - of course... I, um. I guess I'll go. I'll be back to visit you in a few days, if that's ok."

May nodded.

"I'm going to go lie down for a while if you don't mind."

Jessica walked with her aunt as far as the door.

"I guess I'll see you later?" she asked.

"Yup. Good-bye Jessica."

They looked at each other for a few moments before gradually hugging.

As Jessica departed, a sense of relief hit her. Meeting her aunt had gone a lot better then she'd expected. As she walked away from the house she realised she had to make a decision. Did she visit MJs house now or did she contact Fury and ask him to pick her up?

After thinking about it for a few minutes, she jogged the two blocks distance to Mary Jane's house.

A new sense of dread swept across her as she reached for the doorbell.


	6. Chapter 6

For the second time today, Jessica found herself standing in the porch of a Queens household, unsure what sort of reaction she was going to get, or even what she was going to say. She'd thought long and hard about what to say when she finally got the courage to come to MJs house but words eluded her right now.

Her heart leapt when the door in front of her slowly opened.

A brown haired, middle aged woman sporting glasses stepped foward.

forward.

"I'm sorry, who are you?" she asked.

Jessica remembered seeing this woman thousands of times in her life, but she had gotten used of no one recognising her current form.

"Hi, are you Mary Jane's mother?" Jessica asked, feinting ignorance.

"I'm uhh... Peter's cousin? I was ummm... pretty close to Peter and I know Mary pretty well. May thought I should come around and talk to see if Mary Jane was holding up ok." Jessica replied nervously.

"Oh... well Mary Jane could do with someone that knew Peter right now. I'll just go up and see if she's feeling well enough to see visitors." the middle aged woman told her.

Jessica just smiled awkwardly at Mary Jane's mother as she left to check on her daughter.

"His cousin?" She thought to herself. Mary Jane's mother didn't seem to question her white lie however, so Jessica decided not to dwell on it for too long.

After shuffling her feet about impatiently for a few minutes, Mary Jane's mother reappeared.

"She told me to send you up." she told Jessica.

Jessica smiled at her again, this time with renewed conviction.

"But... she's still in a bad way. Please be careful what you say to her."

Jessica nodded and headed up the stairs. Even though she remembered knowing Mary Jane all her life, she'd never actually physically met her herself as Jessica Drew. She could feel her heart pounding in her chest. This wasn't someone she remembered merely as her girlfriend but as the person who had always been her best friend and for the longest time, her only friend.

She put her hand on the door handle to Mary's room but stopped short of opening it when she heard the sound of stifled sobs coming from the other side.

Jessica turned the handle and proceeded to half open the door. Inside she saw Mary Jane lying on her bed. When the young red-haired girl heard the creek at the door she turned to look at Jessica. Her wet puffy eyes and the tears that were still soaking her cheeks didn't succeed in ruining the pretty young girl's looks.

The shock of seeing Jessica seemed to halt new tears from joining the ones that were currently streaking down her face. The look she gave her reminded of the one MJ had given her when she was speaking at Peter's memorial last night.

"It's... you." MJ said quietly.

"Yeah... hey." Jessica replied, putting her hand to her head. "Mind if I come in?"

MJ looked up at her for a moment, started to wipe the salty tears from her eyes. She sat up on the side of her bed and slowly beckoned Jessica to join her.

"So, I take it Fury asked you to check up on me?" MJ asked with a sort of hollow sadness in her eyes.

"No! I mean, no. I wanted to see if you were ok after... after last night. You looked so sad, I just, I dunno, felt guilty. That I was responsible..."

Tears started to well back up in Mary Jane's eyes. "You really are his clone..." she whispered, looking away.

Jessica looked away too. She couldn't help but feel the sting of MJ's words, the fact that even the person she loved the most in the world just thought of her as a clone.

"Maybe... maybe I should go. I'm sorry MJ, I shouldn't' have come back."

Jessica got up and tried to leave without looking MJ in the eye. Then, as she was in the doorway, she took one last glance at Mary Jane. Mary Jane was looking right back at her, unsure of what to do or say.

After a few seconds, Jessica could feel a lump growing in her throat as she fought back the tears. She turned to leave without saying a word.


	7. Chapter 7

Jessica had been staring at the same part of the wall for the past two hours now. She kept trying to visualise how the events of earlier on had played out, where she'd gone wrong.

"Maybe going to MJ so soon was the problem. Maybe going back at all was the problem..." She thought to herself sadly.

She got off her bed and looked at the view of Manhattan from her room in the Ultimates base in the Triskilian.

"I thought my life as Peter Parker sucked sometimes..." she said gloomy. "I could really go for someone to beat up right around now..."

She left her room in search of the S.H.I.E.L.D officer that was facilitating the part of the building she was staying in.

"Hey, is it ok if I take off for a while?" she asked him when she found him after about 15 minutes of searching the maze like building.

"General Fury said I'd have to clear anything you do with him before I give you permission so I'm afraid not kid." he told her.

Jessica rolled her eyes. "Well... Can you ask him then...?"

He shook his head. "No can do, General Fury's a busy guy as you know. He's briefing the Ultimates on their current mission so I can't disturb him at the moment."

"Terrific..." thought Jessica."Alright, thanks for your help." she told him as she headed back to her room.

"No way I'm staying in here all night! I need to get out of my head or I'm gonna go insane..." she thought.

She took her newly tailored costume out of her duffel bag. "Permission or no permission, I'm outta here."

She clung to the roof, using her spider-sense to get past any of the S.H.I.E.L.D agents she came across. At last she came to the entrance of the building. She managed to use her agility to get past the last of the guards and reach the exit.

"Much better...now to find someone I can take my frustration on."

However, half an hour later, she was still searching. Even so, just being out in the open was helping to take her mind off things. Another half hour passed before she started to feel like heading back to her temporary home. On the way back however she found what she was looking for.

"...Is that who I think it is...?" She thought looking down at two familiar figures, one looked like he was wearing a green bird costume and the other looked had gauntlets that he was using to fire air blasts at other cars as he was being driven away from the chasing police cars. "Shocker and Vulture, perfect, just what I was looking for, two idiots that are begging for a beatdown. Looks like Shocker's trying his hand at yet another bank job..."

She swung down effortlessly from the top of the skyscraper from which she was observing them down to the ground level. She broke her web and did a backflip to land perfectly on a nearby car. She jumped from car to car until Vulture's legs were within range. With precise aiming she managed to catch his left leg. She then proceeded to yank him towards her.

"Hey bird-brain!" she said as she felt his jaw crumble against her fist. She caught him with her web and flung him onto the street just before he hit a cab. "Last thing people wanna here are New York cab drivers moaning about the amount of bald eagles landing on their cabs..." she quipped. She quickly webbed up Vulture up before proceeding to catch up with Shocker. "That should take care of him till the cops pick him up... again..."

After a few minutes she caught up with his car. He was shouting stuff back at her but she couldn't quite make out what he was saying. She dodged his air blasts until she was just a few cars away.

"Who the hell are you???" He shouted back at her.

"Me? I'm your friendly neighbourhood Spider-woman of course!" she replied as she lunged at him.

"Spider-woman??? How many of you Spider-people are there??? Why can't you kids just leave me alone!" He screamed at her as she continued to evade him.

"But then who would you play with then? Surely not bird boy back there?" she retorted. She could see how angry he was getting. He'd always been somewhat of a joke villain to her when she was Spider-man and he'd always been easy to wind up. "Woopsie, you missed again!" she exclaimed as he came close to hitting her. As she moved in to attack him, he quickly dodged and managed to get a shot on her. She fell back on top of the roof of a car and continued to free-fall for a few more moments before recovering.

"Ouch... I still shouldn't underestimate him. Even if he is an idiot, he's still a decent aim..." She quickly caught up with him again.

"Back for more eh? This time I'm gonna kill you, just like that other loser!" This struck a bit of a nerve with Jessica as she flung herself at him, not bothering with quips to taunt him anymore. She effortlessly dodged his blasts once more before getting in close. He fired a few more concussion blasts at her but it was easy to dodge at this range.

"What are you, his sister? Some freak government experiment?" he asked. She kicked his legs from underneath him before stopping him from falling off the car.

"I-already-told-you, I'm Spider-woman, now make sure you say hi to your green pal in prison, chump!" she said before knocking him out with a single well placed blow to the head. She climbed over the roof of the car before knocking at the side window of the car. The distressed driver looked out the window to see Jessica waving back at him.

"We can do this the easy way or the hard way. I'll advise the easy way 'cos it involves you keeping most of your teeth, now pull over!" she said while carrying Shocker over her shoulders. Reluctantly, he pulled over. "Now out of the car!" she demanded.

"I surrender, I surrender!" he whimpered. The cops soon caught up. She watched them take Shocker and his get-away driver away before heading back to the Triskilion base. She easily snuck back in and changed into her pyjamas, thankful that she'd had that distraction to keep her occupied.

The next morning she was woken up to the sound of banging on her door. "Who'z it?" she asked sleepily.

"It's Fury, open the damn door Jessica."

She made her way over to the entrance of the door, opening it for Fury to come inside.

"What's the matter?" She asked innocently.

"You know damn well what's wrong, kid. You left without my say-so."

Jessica looked irritated. "I didn't realise I was under house arrest..." she retorted.

"No one's placing you under arrest, but you have to understand that being seen out like you were last night is gonna raise questions, questions that I'm gonna be forced to answer." he told her.

"Sorry, I guess... Hey, I caught the bad guys though, didn't I?"

Fury grimaced. "I gotta give you that one, didn't look like New York's finest were gonna catch those two fools."

"You really outta look into that Shocker guy, I've caught him like 6 times in the last year, or I mean, Peter did..."

Fury nodded in agreement. "Alright kid, I'll let you off the hook this time." He then turned his back to her for a moment. "I heard yesterday didn't go so well after I left." he stated.

Jessica climbed on top of her bed. She got back to staring aimlessly at the celling. "You could say that I guess." She replied eventually.

Fury sighed. "So did either of them take it well?"

"Aunt May was kinda weirded out at first - who wouldn't - but she was ok after a while. Mary Jane... Mary Jane was a different story."

Fury moved towards her bed, crouching down to get some eye contact with her, but she just continued to ignore it.

"They're hurtin' right now, you know that. The fact that you didn't give your aunt a heart attack was a minor victory in itself. That Watson kid really loved Parker. Give her a while and she'll come around."

She nodded. "Thanks again Fury." she said. He nodded as he started to leave. "It's weird, I never would have guessed you'd have this side to you..." she continued. He was just in the doorway when he turned back to her.

"What, loyal? Guess I'm suprisin' everyone then, huh?" he smirked.

"Oh wait, Fury?" she asked.

"Hm?"

"Have you guys got any more leads on Ock?" she asked.

He shook his head.

"I promise you, you'll be the first to know. In the meantime, try and focus on sorting stuff out with your family. I'll check up on you in a couple of days. Good luck, Jess"

He closed the door and Jessica returned to starting into space.

"Tomorrow... I'll go back tomorrow..." she thought to herself before slipping back under her duvet and going back to sleep.


	8. Chapter 8

Sunshine flickered in through the open window, causing the sleepy young girl on the inside to rise from her military style apartment. She dressed herself and continued to get ready for the coming day. Being back on the street last night had made her feel fresh again. She was prepared to go back to her aunts again after a talk with Fury. A few hours later she made her way to meet with Fury once more.

Closing the door behind her, she made her way to Fury's office. She wasn't surprised when his now familiar secretary was overly apologetic in telling her that Fury was late once more.. Two hours later he finally arrived. "Sorry I'm late Jess, the worlds got this unfortunate need to be saved by me every five minutes." he said, smirking at her while signalling her to follow him into his office. She remembered how much she disliked Furys arrogance at first but she'd come to realise it was that it was part and parcel with the way he operated.

"You ok after last night?" he asked her once they'd both been seated.

"Yeah, I think I needed the air. I did a lot of thinking when I was waiting for you. I'm gonna go back to May and MJ, I'm gonna try sort things out again." she replied. "I need to be stronger for them, I've been wallowing in my own pity for too long. I know that's not what Peter would want or what I want."

Fury perked up when he heard this. "Glad to hear it, Drew. As much as you wanna get revenge on Ock, sorting stuff out back home's more important. You did good last night too, kid. You gonna keep it up with the costume?" he asked.

She nodded. "It was such a relief after everything that happened, to just get back out there do what I'm good at." She smiled. "It helped me clear my head, feel a bit more normal. Funny, how running around in a costume beating people up makes me feel normal!" she laughed.

Fury smiled at her again. "Glad to see you're getting better. Listen Drew, some stuffs come up, problem with some nutty terrorist cell in Japan, I'm probably gonna be dealing with that for the next few weeks so I won't be able to see you, but if Ock comes on the radar at all I'll make you know like I promised."

"Thanks Fury. For everything you've done." Fury could see she was looking far happier than she had been since they'd met.

"Even the Spider Slayers?" he joked.

"Maybe you shoulda made Octopus or Goblin slayers instead..." she grinned. "Good luck with your thing."

"Good luck with your family kid. I hope I don't have to see your face around here for much longer." he quipped while she left the room.

**

Jessica decided to make her own way to Queens rather than getting another lift from SHIELD. Meeting her aunt was a lot easier this time. After Jessica filled May in on what had happened to her since the whole cloning debacle and May had told Jessica what'd happened in the last few months.

"...and then Peter changed into his costume, caught him and left him hanging from the lamppost! I gave out to him for beating up a stranger in front of me, well he just said "Aunt May, that guy gets out of prison more times than I've seen you do that dreamy eyed thing when Captain America's on TV" Aunt May giggled. "Yeah, that Shocker guy's a doofus Alright, I ran into him last night, small world! said Jessica giggling along with her aunt .

"Umm... Jessica?" May said a few moments after the laughter died down.

"Yeah Aunt May? She replied, noticing the slightly more serious tone she'd taken.

"Remember you told me you had Peter's memories the last day you were here?"

"Yeah, I remember. Why, what about it?"

May paused a minute. "I don't like to pry, but... does that mean that you feel the same way about things that Peter did?

"Ummm... I'm not quite sure what you mean." Jessica said.

May looked visibly awkward now. "Do you... do you still love Mary Jane?"

Jessica looked down at the floor for a few moments before looking past May. "I'm---I'm not really sure this is the time to talk about this." she said sadly before looking bad down at the ground.

May took the young girl's hand in hers, petting her gently.

"Oh Jessica... this isn't your fault. I.. I didn't mean it like it was a bad thing. I knew how much Peter loved her. I just don't want you to feel like you've got no one to talk to. Ok?"

Jessica slowly rose her head to her aunt's level. Her cheeks were soggy with the few tears she'd failed to hold back while her eyes were wet and pink.

"I shouldn't even be thinking about this now. I'm a girl! She loved Peter... not me." With each passing second she was finding it harder and harder to hold back the tears that were coming in faster streams now.

May pulled Jessica closer as she went to hug her. "It's ok Jessica. It's not your fault." she told her. "Don't hold it in. Hush... It's not your fault."

She could feel the young girl cry in earnest letting the emotions she'd held inside for so long come out. She told her aunt about how much she'd missed her, her home and how the girl who loved her and who she'd loved could never be hers all because of someone else's greed.

She cried until she couldn't cry any more, for the life that she thought she'd never have, the life that had been stolen from her original counterpart, Peter, and the people that had been hurt so badly Octavius. She hated him for creating her. She hated him even more for killing the person she used to be.

She told her aunt that she was afraid she was going to kill Octavius. She told her how much pain he'd caused, how he kept taking and taking and taking. May tried to talk her down but Jessica wouldn't listen.

They talked for hours, crying, holding each other, remembering Uncle Ben, Gwen, Captain Stacey, Peter, all the people that had been taken from them.

Eventually Jessica burned herself out with all the sudden emotion. She fell asleep at her Aunt's side as her aunt stroked her long brown hair.

**

A few hours later, May placed a blanket over Jessica as she was sleeping on the sofa. She conked out a little after her emotional outburst. She seemed exhausted so May gently placed her on the sofa and allowed her to sleep.

"Goodnight Jessica." May whispered to her niece as she kissed her gently on the forehead and departed to her own bed up the stairs.

**

Jessica was awoken by glistening sunshine for the second morning in a row, but she wasn't in the unfamiliar bed she'd been sleeping in for the last week, but on a sofa in her home. Her old home at least. She pushed off a blanket that'd been placed on top of her. "Aunt May..." she thought happily.

Suddenly she heard footsteps coming from the staircase.

"Oh good, you're awake. Sorry for not waking you last night but you looked so content on the sofa, you looked too angelic to move." Her aunt said with a smile.

Jessica blushed. "Thanks for letting me stay the night Aunt May, you don't know what it means to me to be back home, even if it's just for the night."

May smiled at her once more. "Don't be silly Jessica, this is your home too, if you want it to be..."

Jessica wasn't sure she heard the older lady correctly. "You... you really mean that?"

May nodded happily. "It's what Peter would have wanted and it's what I want. You're my niece and I can't have you living in some shoddy apartment."

Jessica couldn't believe her ears. She stretched the biggest smile she could before hugging her aunt tightly.

"Thank you Aunt May... for everything. You really helped me last night."

"Don't be ridiculous!" she replied. "It was nice to talk about Peter with someone and to learn about my new niece too. Anyway, I'm gonna make some breakfast. Eggs and Bacon anyone?

"Me, me, me!" Jessica giggled.

As they ate breakfast they discussed Jessica moving back in. Neither of them felt comfortable with the idea of Jessica sleeping in Peter's room, although May didn't say this, being worried that not allowing her to sleep in her old room would upset her again. Fortunately, Jessica herself suggested taking the guest room as her own if she was going to live with May. After talking about moving in and collecting Jessica's things for a while, May brought up Mary Jane again.

"You should go see Mary again. She needs a friend right now. I know she didn't react so well to you before but it was hard for her. God knows it was hard for all of us...You need to sort out things with her for your own sake. Plus you need someone your age to talk about these things, I'm not much use to you..."

"Aunt May, seriously, stop. You've helped me more than anyone ever could."

The older lady just smiled back at her niece.

"Be that as it may, you have a lot of issues to deal with. Go see Mary later today. Talk to her. Let her know she's not alone in this.

Jessica didn't say anything for a while before nodding in agreement.

"Ok, Aunt May, you win. I'll go over to her place after I'm finished eating." she told her.

"That's my girl." her Aunt said happily.

After they'd finished breakfast, Jessica cleaned the dishes and cutlery before turning to her aunt.

"I guess now's as good a time as any to see her. I'll be back in a while." she told her.

"Good luck Jessica. I'm sure she'll be happy to see you."

"I almost forgot, I have to go into town for a couple of hours, I'll be back as soon as I can." her aunt added.

"Don't worry I'll be fine. I might go into town myself after I meet Mary anyway. I have to pick up my stuff from the apartment Fury was letting me stay in." Jessica said, tried to reassure her.

"Well if you're sure..." her aunt said slightly uneasily. "Still I shouldn't be too long. You know where the spare key is in case you're back first, right?

"Top of the draining pipe on the right hand side?" she said, humouring her aunt.

"Sorry dear, I forgot who I was talking to." she said with a smile"

Jessica smiled back as she turned to leave.

"Oh and Jessica?" her aunt said before she left.

"Yeah?"

May looked at Jessica for a moment, thinking back on Octavius, trying to think of something to say to stop her from letting her desire for vengeance take control, to keep her safe.

But she didn't.

"Say hi to Mary for me." she said with a slight smile.

"Will do!" she said before taking a few more steps.

"...Aunt May? Thanks for all this. I missed you." she said as she turned back to give her aunt a hug.

May was a little startled at first, feeling the feeling she'd so long associated with her Nephew coming from a young girl.

"No problem sweetie."

Jessica gave a brisk wave as she passed the window.

"No problem at all..."

Authors note: Hey all, those of you reading are enjoying the story so far. I won't be updating this for a while, got exams and stuff coming up so leave me some reviews in the meantime, some constructive critism is always nice :)


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